Common use of Spin out Clause in Contracts

Spin out. In the event that a LOT User or its Affiliate performs a Spin Out to an Entity (the “Spin Out Entity”), then (i) all Licenses under Patents that are Triggered Patents as of the effective date of such Spin Out and that cover Licensed Products and Services of the LOT User or its Affiliate (as the case may be) within the line of business that is spun out or that form part of the assets that are spun out (“Relevant Licenses”) shall continue (subject to the other provisions of this LOT Agreement) for the benefit of the Spin Out Entity for a period of six (6) months, and (ii) after the consummation of such Spin Out, the license and release granted in Section 1.1 above by such Affiliate, or LOT User, and its Affiliates (as the case may be) shall become effective: (1) immediately prior to the occurrence, of one or more Triggering Events pertaining to Subject Patents of such Affiliate, or LOT User, and its Affiliates (as the case may be) that will be Transferred in connection with the Spin Out, (2) for the benefit of each LOT User (and their respective Affiliates including their After-Acquired Affiliates, if any) that are Licensees for the applicable Triggering Event, and (3) with respect to Subject Patents that are Triggered Patents of the applicable Triggering Event. The license set forth in the preceding clause (ii) is intended to and shall run with such Subject Patents for the full duration of such Subject Patents. If the Spin Out Entity does not become a LOT User during such six (6) month period, then at the end of such period all Relevant Licenses shall terminate. If the Spin Out Entity elects to become a LOT User during such six (6) month period, then all Relevant Licenses shall continue (subject to the other provisions of this LOT Agreement) beyond such six (6) month period as if such Relevant Licenses had been the subject of a Triggering Event during the Spin Out Entity’s Participation Period, subject to the terms and conditions of this LOT Agreement, and the Spin Out Entity and its Affiliates shall be entitled to the additional licenses and releases granted hereunder commencing with the Announcement Date of the Spin Out Entity. For the avoidance of doubt, the Relevant Licenses shall in all cases apply only to the Licensed Products and Services that were spun out to the Spin Out Entity and shall not apply to any other products and services of the Spin Out Entity or any products or services of any Entity that may own or control such Spin Out Entity.